The Companyâs Total Income for the year under review aggregated Rs. 113.71 Crore (Previous year - Rs.65.09 Crore). The operations of the Company for the period under review resulted in a Profit after Tax of Rs.2.85 Crore (Previous year - Loss after Tax Rs.1.99 Crore).

The Company commenced the financial year with an order backlog of about Rs.51.65 Crore. During the year under review, the Company received new orders with estimated value of about Rs.128.75 Crore and thus, the orders available for execution aggregated approx. Rs.180.40 Crore. The closing order backlog for Company for year ended 31st March 2016 stands at Rs.72.75 Cr.

During the year under review, the Company successfully completed the Tank Construction project in Gujarat, India. The project in Sharjah, UAE is nearing completion.

The Company increased the Structural Fabrication capacity by enhancing the facility at Nagpur in Q2 FY15-16 and by starting operations at Asanbani, near Jamshedpur and at Ranchi in Q3 of FY 15-16. The Company received approvals from M/s NTPC for supply of fabricated structures from Nagpur and Nashik units to power projects and have on-going supply contracts in these and as well as other sectorsâ projects.

Effect of the above resulted in the Companyâs Turnover for the Financial Year 15-16 to be close to expected levels and a growth of over 75% in Revenue and a positive Net Profit of 2.85 Cr (243%).

In the year 15-16, Company dispatched 10972 MT of Fabricated Steel Structures to various project. sites from its facilities at Nagpur, Asanbani (Jamshedpur), Nashik and Ranchi

The Company had mobilized the Sharjah project site at the end of FY14-15. During FY15-16, the Company has achieved substantial completion of the 30 out of 31 Chemical Storage tanks and is poised to complete the scope in Q1 FY16-17.

The Company management put extra focus on liquidating the matters pertaining old claims under arbitration. The efforts have resulted in Company receiving a favorable order from Mumbai High Court settling the claim of Rs.2.41 Cr, along with interest from M/s IOCL.

However, the expected order intake in United Arab Emirates (UAE) and Sales turn-over could not be realized due to softness in Global Oil Industry and hence deferred investment decisions by prospective clients. Also, Companyâs Equipment Manufacturing segment experienced negative growth and pressure on margins.

The Company started pursuing the opportunities in Tank Construction and Maintenance projects in India, during this year and have been qualified for few tenders in this segment.

The Company has maintained impeccable record for Safety at all factory locations and project sites. The Company received appreciation from Customers on this account.

The Companyâs Management along with that of Tata Projects Limited, is making arduous efforts to revive the Company and record a better performance over the years to come.

2. Rehabilitation Scheme sanctioned by the Board for Industrial and Financial Reconstruction

The Companyâs Miscellaneous Applications (MA) with the Board for Industrial and Financial Reconstruction (BIFR), containing, amongst others, a proposal for modification of the sanctioned scheme, by converting the total outstanding loan, availed from Tata Projects Limited (TPL), the Holding Company, aggregating Rs.44.18 Crore (including interest up to 31st March 2013) into 44,18,22,878 4 % Optionally Convertible Cumulative Redeemable Preference Shares of '' 1/- each to be allotted to TPL on preferential allotment basis and also extension of the rehabilitation period, is still pending with the BIFR. No hearings were granted by the BIFR and hence the Company preferred to file a Writ Petition seeking intervention of the Honâble Delhi High Court. The Honâble High Court disposed off the said Writ Petition with the directions to the BIFR to grant hearing and dispose off all the pending MA in a time-bound manner. In response to this, the BIFR has conveyed that no hearings could be granted as there is no quorum in the Bench. It is expected that soon the Bench will be re-constituted and hearings will be granted.

3. Borrowings

As mentioned above, the Miscellaneous Application pertaining to financial restructuring proposal is pending consideration by the BIFR. Accordingly, the Company was not required to repay the balance installments of term-loan as well as the outstanding inter-corporate deposits availed from Tata Projects Limited (TPL). At the hearings granted by the BIFR from time to time, TPL and Bank of India (the Monitoring Agency) have informed BIFR about their approval for the modifications proposed in the Miscellaneous Applications.

4. Short Term loan from Tata Capital Financial Services Limited and Working Capital Facilities

The Company has borrowed a short term loan aggregating Rs.25 Crore (Working Capital Demand Loan: Rs.5 Crore and Short term loan: Rs.20 Crore) from Tata Capital Financial Services Limited.

The Company has also availed working capital facilities from Corporation Bank which aggregate to Rs.6 Crore (Fund Based facilities limit of Rs.1 Crore and Non-Fund Based facilities limit of Rs.5 Crore)

5. Extract of the Annual Return

An extract of the Annual Return as provided under Section 92 (3) of the Companies Act, 2013 is annexed to this Report and forms part if this Report.

6. Number of meetings of the Board of Directors

6 (.Six) Board Meetings were held during the period under review. The dates of these Board Meetings are 4th May 2015, 24th July 2015, 10th August 2015, 21st October 2015, 19th January 2016 and 18th March 2016.

7. Directorsâ Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during the year ended 31st March, 2016. Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, based on the above and the representations received from the Operating Management, the Board of Directors, to the best of their knowledge and ability confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures there from;

ii. they have, in the selection of the accounting policies, consulted the statutory auditors and have applied their recommendations consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the profit of the Company for the year ended on that date;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the year ended 31st March, 2016; and

vi. proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the year ended 31st March, 2016.

8. Directors and Key Managerial Personnel

Mr. A. K. Misra, a non-executive director and nominee of Tata Projects Limited resigned as a Director of the Company effective 5th May 2015. The Board has placed on record its appreciation of the significant role played by Mr. Misra during his tenure as a Director.

Ms. Leja Hattiangadi, who was appointed as an Additional Director (Non-Executive and Independent) on 12th March 2015 and held office till the 36th Annual General Meeting, was appointed at the Annual General Meeting held on 10th August 2015 as an Independent Director of the Company.

The Board for Industrial and Financial Reconstructions (BIFR) has, vide its Discharge Order (F.No. 16(4) / G-71/2009/BIFR/SD dated) 4th September 2015 advised the Company that with effect from 20 August 2014, Mr. Shashikant Oak had ceased to be the Special Director. Further, pursuant to the Appointment Order (F.No.16(4)/02/2011/BIFR/SD.Apptt.) dated 20th October 2015 passed by the BIFR, Mr. Mukesh Mohan Gupta has been appointed as the Special Director of the Company.

As per the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vinayak Deshpande retires by rotation and being eligible, offers himself for re-appointment.

There has been no change in the composition of the Board of Directors except as mentioned above.

During the year under review, Ms. Anuja Bhate had resigned as the Company Secretary of the Company. Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and upon the recommendation of Nomination and Remuneration Committee, Ms. Rajeshree Gaikwad was appointed as the Company Secretary of the Company with Effect from 21st October 2015. No other Key Managerial Personnel has been appointed or has tendered resignation during the Financial Year 2014-15.

The Company has filed a Miscellaneous Application (No. 536/ 2013 dated 16th October 2013) [âMAâ] with the Board for Industrial and Financial Reconstruction (BIFR), seeking amongst others, the exemption from the mandatory requirement pursuant to Section 269 of the Companies Act, 1956 or any such provision under the Companies Act, 2013 regarding the appointment of Managing Director/ Whole Time Director / Manager until the period of rehabilitation of the Scheme. The said MA is pending consideration by the BIFR. In view thereof, the Company has not appointed Managing Director/ Whole Time Director / Manager.

9. Declaration given by Independent Directors

As per the requirement of Section 149 (7) of the Companies Act, 2013, Mr. Nalin Shah, Mr. Michael Bastian and Ms. Leja Hattiangadi, Independent Directors have given their respective declarations that they meet the criteria of independence as specified under Section 149 (6) of the Act.

10. Particulars of Loans, guarantees or investments

The Company has neither given any loans or guarantee nor provided any security in connection with the loan to any body corporate or person nor has it acquired by subscription, purchase or otherwise, the securities of any body corporate as provided under Section 186 of the Companies Act, 2013.

11. Remuneration Policy

Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors has approved and adopted a Remuneration Policy for Directors, Key Managerial Personnel and other employees of the Company as required under Section 178 (3) of the Companies Act, 2013. The Company has adopted Governance Guidelines which inter-alia covers the composition and role of the Board, Board Appointment, Induction & Development, Director Remuneration, Code of Conduct, Board Effectiveness Review and mandates of the Board Committees. The Remuneration Policy is annexed to this Report and forms part of this Report.

12. Particulars of contracts or arrangements with related parties

All contracts/ arrangements/ transactions entered by the Company during the financial year under review with related parties were in the ordinary course of business and on armâs length basis. Particulars of contracts or arrangements with related parties in form No. AOC- 2 as required pursuant to the provisions of Section 134(3)(h) and Rule 8 of the Companies (Accounts), Rules, 2014 is annexed to this Report and forms part of this Report.

Particulars prescribed under Section 134(3)(m) of the Companies Act, 2013 are given in an Annexure to this Report and forms part of this Report.

14. Risk Management Policy

The Company has adopted a Risk Management and Mitigations Policy. A formal Risk reporting system has been devised by the Company. Risk Management Committee has also been constituted comprising of Director and senior officials of the Company.

The key risk management and mitigation practices include those relating to identification of key risks to the business objectives, impact assessment, risk evaluation and reporting. Board of Directors, Audit Committee and Risk Management Committee at its periodic meetings review the matters related to risk management and mitigation.

15. Annual Evaluation

The performance of Board of Directors and the committees constituted by the Board and the individual directors has been evaluated during the Financial Year ended 31st March 2016.

16. Particulars of Subsidiary companies or Joint ventures or associate company

The Company does not have any joint venture with any person or an associate company as defined under Section 2 (5) of the Companies Act, 2013 (âthe Actâ) or subsidiary company as defined under Section 2 (87) of the Act.

17. Particulars of Deposits

During the year under review, the Company has neither accepted any deposits covered under Chapter V of the Companies Act, 2013 nor has it accepted deposits which are not in compliance with the requirements of Chapter V.

18. Particulars of Material Orders

During the year under review, neither any Regulator nor any Court or Tribunals has passed any significant and material Order impacting the going concern status and the Companyâs operations in future.

Mr. Nalin Shah and Mr. Michael Bastian are Chartered Accountants by profession and Mr. Pralhad Pawar is the Nominee Director of the Tata Projects Limited. The composition of the Committee is as per the provisions of Section 177 of the Companies Act, 2013. The Audit Committee continues to provide valuable advice and guidance in the areas of costing, finance and internal controls.

During the year under review, the Committee met 5 (five) times on 4th May, 2015, 24th July 2015, 10th August 2015, 21st October 2015 and 19th January 2016.

Mr. Nalin Shah and Mr. Michael Bastian are Chartered Accountants by profession and Mr. Vinayak Deshpande is the Nominee Director of the Tata Projects Limited and also Chairman of Artson Engineering Limited. The composition of the Committee is as per the provisions of Section 178 of the Companies Act, 2013. Mr. Michael Bastian, Chairman of the Nomination and remuneration Committee was present at the Annual General Meeting held on 10th August 2015.

During the year under review, 4 (four) Meetings of the Nomination and Remuneration Committee were held on 4th May, 2015, 10th August 2015, 19th January 2016 and 18th March 2016.

21. Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of Mr. Michael Bastian, Ms. Leja Hattiangadi, the Independent Directors and Mr. Pralhad Pawar The composition of the Committee is as per the provisions of Section 178 of the Companies Act, 2013.

During the year under review, 4 (four) Meetings of the Stakeholder Relationship Committee were held on 4th May, 2015, 24th July 2015, 21st October 2015 and 19th January 2016.

22. Auditors

M/s. Chokshi & Chokshi, Chartered Accountants, the Statutory Auditors of the Company are due to retire at the ensuing Annual General Meeting. The Company has received a written consent and a certificate from the Statutory Auditors, under Section 139 of the Companies Act, 2013, stating that the appointment, if made will be in accordance with Rule 4 (1) of the Companies (Audit and Auditors) Rules, 2014.

23. Cost Auditors

The provisions related to Cost Audit were not applicable to the Company during the year under review.

24. Particulars of Employees

During the year under review, there were no employees in the Company who drew remuneration more than the amounts prescribed under Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

25. Secretarial Audit Report

During the year under review, the Company had appointed M/s. P. P. Shah, Practicing Company Secretaries, Mumbai as the Secretarial Auditor for the Financial Year 2015-16. The report in form MR- 3 on the Audit carried out by the said Auditor is annexed to this Report.

26. Purchase of shares of the Company

The Company does not give any loan, guarantee or security, or any financial assistance to the employees of the Company for the purpose of a purchase or subscription for any shares of the Company or its Holding company pursuant to Section 67 (2) of the Companies Act, 2013.

27. Corporate Social Responsibility Committee

The provisions of Section 135 of the Companies Act, 2013 are not presently applicable to the Company.

28. Vigil Mechanism

The Company has adopted a Whistle Blower Policy to report to the Management instances of unethical behaviours, actual or suspected, fraud or violation of the Companyâs code of conduct or ethics policy. Under this policy, the employees can approach the Companyâs Ethics Counsellor/ Chairman of the Audit Committee.

29. Issue of shares with differential voting rights

The Company has not issued any shares with differential voting rights pursuant to the provisions of Rule 4 of the Companies (Share Capital and Debenture) Rules, 2014.

30. Issue of sweat equity shares

During the year under review, the Company has not issued any sweat equity shares to any of its employees, pursuant to the provisions of Rule 8 of the Companies (Share Capital and Debenture) Rules, 2014.

31. Employee Stock Option

The Company does not have any Employee Stock Option Scheme for its employees.

SEBI has vide its Circular (Ref No. CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014) amongst others, made the compliance with the provisions of amended Clause 49 of the Listing Agreement, non-mandatory for time being, to those companies having paid-up equity share capital not exceeding '' 10 Crore and Net Worth not exceeding '' 25 Crore as on the last day of the previous financial year. Considering that the Companyâs paid-up equity capital was '' 3.69 Crore and the Net Worth was negative as on 31st March 2014, compliance with the provisions of revised Clause 49 of the Listing Agreement was not mandatory to the Company.

Pursuant to the Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Compliance with the corporate governance provisions as specified in regulations 17 to 27 and 46 (2) and para C, D and E of Schedule V are not applicable to the Company since its paid up share capital does not exceed Rupees 10 Crore and the Net Worth does not exceed Rupees 25 Crore as on the last day of previous financial year i.e. 31st March 2015.

Accordingly, for the year under review, the reports stating compliance with the Code of Corporate Governance and the Management Discussion and Analysis have not been annexed to this Report.

33. Acknowledgements

The Directors wish to place on record their sincere appreciation for the unrelenting support received during the year from the Shareholders, Tata Projects Limited, customers - both in India and abroad, suppliers and vendors, Banks, the Board for Industrial and Financial Reconstruction (BIFR), the Appellate Authority for Industrial and Financial Reconstruction (AAIFR) and other Government and Regulatory authorities, Financing and lending institutions. The Board wishes to record its deep appreciation to all the employees and workers of the Company for their dedication and commitment.

For and on behalf of the Board of Directors

VINAYAK DESHPANDE

Mumbai, 22 April 2016 Chairman

Mar 31, 2015

DEAR MEMBERS,

The Directors present their Thirty-Sixth Annual Report along with the
Audited Financial Statement for the Financial Year ended 31st March
2015.

The Company's Total Income for the year under review aggregated Rs.
65.09 Crore (Previous year - Rs. 79.61 Crore). The operations of the
Company for the year under review resulted in a Loss after Tax of Rs.
1.99 Crore (Previous year - Loss after Tax Rs. 8.33 Crore).

The Company commenced the financial year with an order backlog of about
Rs. 56 Crore. During the year under review, the Company received new
orders with estimated value of about Rs. 60 Crore and thus, the orders
available for execution aggregated approx. Rs. 116 Crore.

During the year under review, the Company successfully restarted its
operations in United Arab Emirates (UAE) and commenced the execution of
the works entailing fabrication, erection and painting of tanks and
pipe rack along with exports of fabricated items and fabrication and
storage of chemical tanks at Sharjah, UAE.

In respect of the tankage order being undertaken at Gujarat, the
Company has nearly completed civil works and shortly, it will commence
the execution of mechanical portion of the order.

In addition to the execution of the order pertaining to manufacture of
buffer vessels, Nashik factory was also occupied with the execution of
crude tank pre-fabrication and piping spooling and it is presently
under final stage of completion.

Majority of the orders which are being executed in Sharjah, UAE, were
awarded only in the 3rd quarter of the Financial Year ended 31st March
2015. Although the Company could complete the order pertaining to
design, engineering, manufacturing, supply, testing and commissioning
of buffer vessels, it could not garner similar such orders due to lack
of activity in the market. Demand at Gamharia (Jamshedpur) slowed after
KPO related fabrication dispatches. During the year under review, the
Company has also completed major portion of the order entailing
fabrication and supply of structurals at the Company's manufacturing
facility at Nagpur. The Company intends to undertake Nagpur yard
development activity.

Cumulative effect of the above has resulted in the Company's Turnover
for the Financial Year 2014-15 falling below expectations.

The Company's Nashik factory has started manufacturing bottling plant
and machinery for overseas and domestic markets. With renewal of the
existing certifications and new certifications of American Society of
Mechanical Engineers (ASME), the Company is hopeful of booking new
orders for manufacturing pressure vessels. As a matter of fact, the
Company is the first pressure vessel manufacturing unit in the Nashik
industrial area. It has obtained ISO 9001-2008 certification for
manufacturing & supply of Engineering, Procurement, Construction of Oil
& Gas Process & Storage System, structure for power & steel plant,
including various types of process industries.

2. Rehabilitation Scheme sanctioned by the Board for Industrial and
Financial Reconstruction

The Company's Miscellaneous Application (MA) with the Board for
Industrial and Financial Reconstruction (BIFR), containing a proposal
for modification of the Sanctioned Scheme, by converting the total
outstanding loan, availed from Tata Projects Limited (TPL), the Holding
Company, aggregating Rs. 44.18 Crore (including interest upto 31st
March 2013) into 44,18,22,878 4 % Optionally Convertible Cumulative
Redeemable Preference Shares of Rs. 1/- each to be allotted to TPL on
preferential allotment basis and also extension of the rehabilitation
period, is still pending with the BIFR.

During the year under review, the Company had also filed one more MA
with the BIFR seeking certain reliefs and concessions from the Income
Tax Department which are perceived to be in the interest of the
Company.

3. Borrowings

As mentioned above, the Miscellaneous Application pertaining to
financial restructuring proposal is pending consideration by the BIFR.
Accordingly, the Company was not required to repay the balance
installments of term-loan as well as the outstanding Inter-Corporate
Deposits availed from Tata Projects Limited (TPL). At the hearings
granted by the BIFR from time to time, TPL and Bank of India (the
Monitoring Agency) have informed the BIFR about their approval for the
modifications proposed in the Miscellaneous Applications.

4. Short- term loan from Tata Capital Financial Services Limited

During the Financial Year under review, the Company has borrowed a
short term loan aggregating Rs. 21 Crore (Working Capital Demand Loan:
Rs. 1 Crore and Short term loan: Rs. 20 Crore) from Tata Capital
Financial Services Limited. The Company has also retired the
Corporation Bank loan of Rs. 20 Crore.

5. Extract of the Annual Return

An extract of the Annual Return as provided under Section 92 (3) of the
Companies Act, 2013 is annexed to this Report and forms part of this
Report.

6. Number of meetings of the Board of Directors

6 (six) Board Meetings were held during the year under review. The
dates of these Board Meetings are 14th May 2014, 19th July 2014, 17th
October 2014, 19th November 2014, 16th January 2015 and 12th March
2015.

7. Directors' Responsibility Statement

Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by
the Internal, Statutory and Secretarial Auditors and the reviews
performed by Management and the relevant Board Committees, including
the Audit Committee, the Board is of the opinion that the Company's
internal financial controls were adequate and effective during the
Financial Year 2014-15.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the
Board of Directors, to the best of their knowledge and ability, confirm
that:

a. in the preparation of the annual accounts, the applicable
accounting standards had been followed and there was no material
departures from them;

b. the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for that period;

c. the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the annual accounts on a going concern
basis;

e. the Directors had laid down internal financial controls to be
followed by the Company and that such financial controls are adequate
and were operating effectively; and

f. the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.

8. Directors and Key Managerial Personnel

Based on the recommendations of the Nomination and Remuneration
Committee, Ms. Leja Hattiangadi was appointed as an Additional Director
(Non-Executive and Independent) effective 12th March 2015. The Board
has formed an opinion that Ms. Leja Hattiangadi possesses the requisite
skills and knowledge and it would be in the interest of the Company to
appoint Ms. Leja Hattiangadi as an Independent Director of the Company.

Pursuant to Section 161 of the Companies Act, 2013, Ms. Leja
Hattiangadi holds office as Additional Director, upto the ensuing
Annual General Meeting, but is eligible for re-appointment. The
Company has received notice in writing from a member proposing the
candidature of Ms. Leja Hattiangadi for the office of Director.
Accordingly, proposal for appointment of Ms. Leja Hattiangadi as
Director is being placed before the shareholders for their approval at
the ensuing Annual General Meeting.

Pursuant to Section 149 of the Companies Act, 2013, the Board has,
subject to the approval of the Members at the ensuing Annual General
Meeting, approved the appointment of Ms. Leja Hattiangadi, as an
Independent Director on the Board of the Company for a term of 5
consecutive years effective from 12th March 2015.

Ms. Hattiangadi satisfies the criteria for independence laid down in
the Companies Act, 2013 and accordingly, the Board recommends the
proposal for appointment of Ms. Leja Hattiangadi as an Independent
Director for approval by the shareholders at the ensuing Annual General
Meeting.

As per the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Pralhad Pawar retires by rotation and
being eligible, offers himself for re-appointment.

Mr. A. K. Misra, a non-executive Director and nominee of Tata Projects
Limited resigned as a Director of the Company effective 5th May 2015.
The Board has placed on record its appreciation of the significant role
played by Mr. Misra during his tenure as a Director.

There has been no change in the composition of the Board of Directors
except the induction of Ms. Leja Hattiangadi as an Additional Director
(Non-Executive and Independent) and cessation of Mr. A. K. Misra as a
Director on the Company's Board.

During the year under review, Mr. Pratik Agrawal, was appointed as
Chief Financial Officer (CFO) effective 21st July 2014 and he ceased to
be the CFO of the Company effective 12th December 2014. In his place
Mr. Rajesh Mandale has been appointed as the CFO effective 2nd February
2015. No other Key Managerial Personnel has been appointed or has
tendered resignation during the Financial Year 2014-15.

The Company has filed a Miscellaneous Application (No. 536/ 2013 dated
14th October 2013) ['MA'] with the Board for Industrial and Financial
Reconstruction (BIFR), seeking amongst others, the exemption from the
mandatory requirement pursuant to Section 269 of the Companies Act,
1956 or any such provision under the Companies Act, 2013 regarding the
appointment of Managing Director/ Whole Time Director / Manager until
the period of rehabilitation of the Scheme. The said MA is pending
consideration by the BIFR. In view thereof, the Company has not
appointed Managing Director/ Whole Time Director / Manager.

9. Declaration given by Independent Directors

As per the requirement of Section 149 (7) of the Companies Act, 2013,
Mr. Nalin Shah, Mr. Michael Bastian and Ms. Leja Hattiangadi,
Independent Directors have given their respective declarations that
they meet the criteria of independence as specified under Section 149
(6) of the Act.

10. Particulars of Loans, guarantees or investments

The Company has neither given any loans or guarantee nor provided any
security in connection with loan to any body corporate or person nor
has it acquired by subscription, purchase or otherwise, the securities
of any body corporate as provided under Section 186 of the Companies
Act, 2013.

11. Remuneration Policy

Based on the recommendations of the Nomination and Remuneration
Committee, the Board of Directors has approved and adopted a
Remuneration Policy for Directors, Key Managerial Personnel and other
employees of the Company as required under Section 178 (3) of the
Companies Act, 2013. The Company has adopted Governance Guidelines
which inter-alia covers composition and role of the Board, Board
Appointment, Induction & Development, Director Remuneration, Code of
Conduct, Board Effectiveness Review and mandates of the Board
Committees. The Remuneration Policy is annexed to this Report and forms
part of this Report.

12. Particulars of contracts or arrangements with related parties

Particulars of contracts or arrangements with related parties in form
No. AOC- 2 as required pursuant to the provisions of Section 134(3)(h)
and Rule 8 of the Companies (Accounts), Rules, 2014 is annexed to this
Report and forms part of this Report.

Particulars prescribed under Section 134(3)(m) of the Companies Act,
2013 are given in an Annexure to this Report and forms part of this
Report.

14. Risk Management Policy

The Company has adopted a Risk Management and Mitigation Policy. A
formal Risk reporting system has been devised by the Company. Risk
Management Committee has also been constituted comprising of a Director
and senior officials of the Company.

15. Annual Evaluation

The performance of Board of Directors and the Committees constituted by
the Board and the individual directors has been evaluated during the
Financial Year ended 31st March 2015.

16. Particulars of Subsidiary companies or Joint ventures or associate
company

The Company does not have any joint venture with any person or an
associate company as defined under Section 2 (6) of the Companies Act,
2013 ('the Act') or subsidiary company as defined under Section 2 (87)
of the Act.

17. Particulars of Deposits

During the year under review, the Company has neither accepted any
deposit covered under Chapter V of the Companies Act, 2013 nor has it
accepted deposit which are not in compliance with the requirements of
Chapter V.

18. Particulars of Material Orders

During the year under review, neither any Regulator nor any Court or
Tribunal has passed any significant and material order impacting the
going concern status and the Company's operations in future.

19. Audit Committee

The Audit Committee comprises of Mr. Nalin Shah, Mr. Michael Bastian,
the Independent Directors and Mr. Shashikant Oak, the BIFR Nominee. Mr.
Nalin Shah and Mr. Michael Bastian are Chartered Accountants by
profession and Mr. Oak has vast experience in the Ministry of Finance.
The composition of the Committee is as per the provisions of Section
177 of the Companies Act, 2013. The Audit Committee continues to
provide valuable advice and guidance in the areas of costing, finance
and internal controls.

20. Auditors

M/s. Chokshi & Chokshi LLP, Chartered Accountants, the Statutory
Auditors of the Company are due to retire at the ensuing Annual General
Meeting. The Company has received a written consent and a certificate
from the Statutory Auditors, under Section 139 of the Companies Act,
2013, stating that the appointment, if made will be in accordance with
Rule 4 (1) of the Companies (Audit and Auditors) Rules, 2014.

21. Cost Auditors

The Company has filed the Cost Compliance Report and the Cost Audit
Report for the Financial Year ended 31st March 2014 with the Ministry
of Corporate Affairs (MCA) on 14th August 2014 and 18th August 2014
respectively, which is within the prescribed time.

Considering then prevailing provisions, the Company had appointed M/s.
R. Nanabhoy & Co., Cost Accountants, Mumbai, as the Company's Cost
Auditors for the Financial Year 2014-15 pursuant to the Companies
(Audit and Auditors) Rules, 2014 ('Rules').

The said Rules were amended by MCA vide its Notification dated 31st
December 2014. Consequently, the amended Rules are not applicable to
the Company and hence, Cost Audit is not applicable to the Company for
the year under review.

22. Particulars of Employees

Information as per Section 197(12) of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed to this Report and forms part of this
Report.

23. Secretarial Audit Report

During the year under review, the Company had appointed M/s. P. P.
Shah, Practising Company Secretaries, Mumbai as the Secretarial Auditor
for the Financial Year 2014-15. The report in form MR- 3 on the Audit
carried out by the said Auditor is annexed to this Report.

24. Purchase of shares of the Company

The Company does not give any loan, guarantee or security, or any
financial assistance to the employees of the Company for the purpose of
purchase or subscription for any shares of the Company or its Holding
company pursuant to Section 67 (2) of the Companies Act, 2013.

25. Corporate Social Responsibility Committee

The provisions of Section 135 of the Companies Act, 2013 are not
presently applicable to the Company.

26. Vigil Mechanism

The Company has adopted a Whistle Blower Policy to report to the
Management instances of unethical behaviour, actual or suspected, fraud
or violation of the Company's code of conduct or ethics policy. Under
this policy, the employees can approach the Company's Ethics
Counsellor/ Chairman of the Audit Committee.

27. Issue of shares with differential voting rights

The Company has not issued any shares with differential voting rights
pursuant to the provisions of Rule 4 of the Companies (Share Capital
and Debenture) Rules, 2014.

28. Issue of sweat equity shares

During the year under review, the Company has not issued any sweat
equity shares to any of its employees, pursuant to the provisions of
Rule 8 of the Companies (Share Capital and Debenture) Rules, 2014.

29. Employee Stock Option

The Company does not have any Employee Stock Option Scheme for its
employees.

30. Reports on Corporate Governance and Management Discussion and
Analysis

SEBI has vide its Circular (Ref No. CIR/CFD/POLICY CELL/7/2014 dated
15th September 2014) amongst others, made the compliance with the
provisions of amended Clause 49 of the Listing Agreement, non-mandatory
for time being, to those companies having paid-up equity share capital
not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore as
on the last day of the previous financial year. Considering that the
Company's paid-up equity share capital was Rs. 3.69 Crore and the Net
Worth was negative as on 31st March 2014, compliance with the
provisions of revised Clause 49 of the Listing Agreement is not
mandatory to the Company.

Accordingly, for the year under review, the reports stating compliance
with revised Clause 49 of the Listing Agreement dealing with the Code
of Corporate Governance and the Management Discussion and Analysis have
not been annexed to this Report.

31. Acknowledgements

The Directors wish to place on record their sincere appreciation for
the unrelenting support received during the year from the Shareholders,
Tata Projects Limited, customers - both in India and abroad, suppliers,
vendors and service providers, Banks, the Board for Industrial and
Financial Reconstruction (BIFR), the Appellate Authority for Industrial
and Financial Reconstruction (AAIFR) and other Government and
Regulatory authorities, Financing and lending institutions. The Board
wishes to record its deep appreciation to all the employees and workers
of the Company for their dedication and commitment.

For and on behalf of the Board of Directors

VINAYAK DESHPANDE
Mumbai, 4th May 2015 Chairman

Mar 31, 2014

TO THE MEMBERS,

The Directors present their Thirty-Fifth Annual Report along with the
Audited Financial Statement for the Financial Year ended 31st March
2014.

1. Performance of the Company

The Company''s performance for the year is summarised below: Financial
Highlights

(Rs. Crore)

Financial Year ended Financial Year ended
31st March 2014 31st March 2013

Sales and Other Income 79.61 59.25

Profit/(Loss) before
Finance Cost, Tax, (1.84) (29.70)

Depreciation and
Exceptional Items

Profit/(Loss) before tax (8.33) (39.41)

Profit/ (Loss) after tax (8.33) (39.40)

Profit/ (Loss) brought
forward (59.07) (19.67)

Profit/(Loss) available
for appropriation (67.40) (59.07)

Operations

The Company''s Total Income for the year under review aggregated Rs. 79.61
Crore (Previous year - Rs. 59.25 Crore). The operations of the Company
for the period under review resulted in a Loss after Tax of Rs. 8.33
Crore (Previous year - Loss after Tax Rs. 39.40 Crore).

The Company commenced the financial year with an order backlog of about
Rs. 54 Crore. During the year under review, the Company received new
orders with estimated value of about Rs. 116 Crore. Out of this, the
Company received a repeat order for the works entailing structural
fabrication at Gamharia, Jamshedpur and a major order for fabrication,
erection, assembly, painting, supply and transportation of various
building structures. Thus, the total orders available for execution
aggregated approx. Rs. 170 Crore, leaving behind a backlog at the year
end of approximately Rs. 66 Crore.

The year in retrospect was a difficult year in terms of operations. The
Clients who had awarded contracts to the Company either reduced the
contract value or the scope of works. Moreover, since the market
conditions were not conducive, few of the orders did not materialise.
As a result, the Turnover of the Company was below the expectations.

During the year under review, the Company completed all mechanical
works pertaining to the construction of 21 (Twenty One) tanks at Liquid
Tank Terminal at Haldia. The Company has completed construction of
Export Oil Storage tank at Barmer and blasting and painting is in
progress and hydro test balance is expected to complete in the first
quarter of the Financial Year 2014-15. The structural fabrication
activities at Gamharia, Jamshedpur were carried out in a smooth manner
and are likely to be completed by second quarter of the Financial Year
2014-15.

The Company has also completed site demobilisation activities at Dahej,
Gujrat, KPO, Odisha and Cuddalore, Tamil Nadu.

The Company''s Nashik Factory received an Order for design, engineering,
manufacturing, supply, testing and commissioning of 12 nos. of Buffer
Vessels. 4 (Four) vessels were delivered up to the end of the Financial
Year under review and delivery of balance vessels is likely to be
completed by second quarter of the Financial Year 2014-15.

The Company has started a new manufacturing facility at Umred, Nagpur
wherein medium to heavy structural fabrication works are undertaken.
The Order pertaining to fabrication of the building structures is being
executed at this Manufacturing facility.

With a view to bring stability in operations, the Company''s Management
plans to concentrate more on Fabrication/ Manufacturing instead of EPC
related projects activities. The Company will continue to be selective
and cautious in carrying out ''Tankage'' related works. It is perceived
that the strategy to take orders for fabrication work from Tata
Companies will help to further stabilise the operations of the Company.

With the support of Tata Projects Limited, the Company is hopeful of
reporting improved performance in the years to follow.

2. Rehabilitation Scheme sanctioned by the Board for Industrial and
Financial Reconstruction

During the year under review, the Company had filed a Miscellaneous
Application ("MA") with the Board for Industrial and Financial
Reconstruction (BIFR). The said MA, amongst others, contained a
proposal for modification of the Sanctioned Scheme , by converting the
total outstanding loan, availed from Tata Projects Limited (TPL), the
Holding Company, aggregating Rs. 44.18 Crore (including interest upto
31st March 2013) into 44,18,22,878 4 % Optionally Convertible
Cumulative Redeemable Preference Shares of Rs. 1/- each to be allotted to
TPL on preferential allotment basis and also extension of the
rehabilitation period. The said MA, though heard by the Hon''ble Bench
Members earlier, is now scheduled for hearing afresh as one of the
Hon''ble Bench Members had demitted the office on his retirement. The
Company is hopeful that the BIFR will graciously consider the Company''s
proposals and will approve the modifications contained therein.

3. Term loan and Inter-Corporate Deposits from Tata Projects Limited

As mentioned in the earlier paragraph, in order to ensure early revival
and to achieve positive net worth, the Company''s Miscellaneous
Application contains the above-mentioned proposal on financial
restructuring. In view of this, the Company was not required to repay
the balance installments of term-loan as well as the outstanding
Inter-Corporate Deposits availed from Tata Projects Limited (TPL).
During the course of the proceedings before the Hon''ble BIFR, TPL has
conveyed its consent to the proposed modifications and also to support
the Company''s operations.

4. Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, for the year
ended 31st March 2014 the Directors, based on the representations
received from the Management, confirm that:

a. in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures, if any;

b. the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for that period;

c. the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and

d. the Directors had prepared the annual accounts on a going concern
basis.

5. Directors

Pursuant to Section 149 of the Companies Act, 2013 the Board has,
subject to the approval of the Members at the ensuing Annual General
Meeting, approved the appointment of Mr. Michael Bastian and Mr. Nalin
Shah, as Independent Directors on the Board of the Company for a term
of 5 consecutive years effective from the ensuing Annual General
Meeting.

Mr. Bastian and Mr. Shah satisfy the criteria for independence laid
down in the Companies Act, 2013 and accordingly, the Board recommends
the proposal for appointment of Mr. Michael Bastian and Mr. Nalin Shah
as Independent Directors for approval by the shareholders at the
ensuing Annual General Meeting.

As per the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Vinayak Deshpande retires by rotation
and being eligible, offers himself for re-appointment.

6. Audit Committee

Mr. H.H. Malgham retired by rotation and did not seek re-election.
Consequent to ceasing to be a Director, he has also ceased to be the
Chairman of the Audit Committee.

Mr. Nalin Shah, Director and member of the Audit Committee was
appointed as the Chairman of the Audit Committee effective from the
conclusion of the Annual General Meeting held on 12th July 2013.

M/s. Chokshi & Chokshi, Chartered Accountants, the Statutory Auditors
of the Company are due to retire at the ensuing Annual General Meeting.
The Company has received a written consent and a certificate from the
Statutory Auditors, under Section 139 of the Companies Act, 2013,
stating that the appointment, if made will be in accordance with Rule 4
(1) of the Companies (Audit and Auditors) Rules, 2014.

8. Cost Auditors

The Central Government has approved the appointment of M/s. R. Nanabhoy
& Co., Cost Accountants, Mumbai, as the Cost Auditors for conducting
the cost audit for the Financial Year ended 31st March 2014. Cost Audit
for the Financial Year ended 31st March 2014 is under process at the
time of finalisation of this Report.

9. Particulars of Employees

Information as per Section 217 (2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975 forms part of
this Report. However, as per Section 219 (1) (b) (iv) of the Companies
Act, 1956, this Report together with the Accounts is being sent to all
the shareholders of the Company excluding the Section 217 (2A)
statement. Any shareholder interested in obtaining a copy of the said
statement may write to the Company Secretary at the Registered Office
of the Company.

Particulars prescribed under Section 217(1) (e) of the Companies Act,
1956 are given in an Annexure to this Report.

11. Report on Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, a Report on the
Corporate Governance together with the Auditors'' Certificate on
compliance with the conditions of Corporate Governance as laid down
forms part of this Report and are annexed hereto.

12. Management Discussion and Analysis Report

Management Discussion and Analysis for the Financial Year ended 31st
March 2014 is separately given and forms part of this Report.

13. Acknowledgements

The Directors wish to place on record their sincere appreciation for
the continued support received duringtheyearfrom the Shareholders, Tata
Projects Limited, customers- both in India and abroad, suppliers and
vendors, Banks, the Board for Industrial and Financial Reconstruction
(BIFR), the Appellate Authority for Industrial and Financial
Reconstruction (AAIFR) and other Government and Regulatory authorities.
The Board wishes to record its deep appreciation to all the employees
and workers of the Company for their unstinted support, dedication and
commitment.

For and on behalf of the Board of Directors

VINAYAK DESHPANDE

Mumbai, 14th May 2014 Chairman

Mar 31, 2013

TO THE MEMBERS,

The Directors present their Thirty-fourth Annual Report along with the
Audited Statement of Accounts for the Financial Year ended 31st March
2013.

1. Performance of the Company

The Company''s performance for the year is summarised below:

Financial Highlights

(Rs. Crore)

Financial
year ended Financial
Year ended
31st March
2013 31st March
2012

Sales and Other Income 59.25 60.85

Proft/(Loss) before Finance
Cost, Tax,

Depreciation and Exceptional Items (29.70) (5.50)

Proft/(Loss) before tax (39.41) (13.49)

Proft/(Loss) after tax (39.40) (13.30)

Proft/(Loss) brought forward (19.67) (6.37)

Proft/(Loss) available
for appropriation (59.07) (19.67)

Operations

The Company''s Total Income for the year under review aggregated Rs. 59.25
Crore (Previous year Â Rs. 60.85 Crore). The operations of the Company
for the period under review resulted in a Loss after Tax of Rs. 39.40
Crore (Previous year Â Loss after Tax of Rs. 13.30 Crore).

The Company commenced the fnancial year with an order backlog of about
Rs. 115 Crore and since the commencement of the year under review, the
Company received new orders with estimated aggregate value of about Rs.
55 Crore. Thus, the total orders available for execution aggregated
approx. Rs. 170 Crore.

During the year under review, 4 (four) projects with estimated
aggregate value of Rs. 90 Crore were planned for execution. These
included projects at Cuddalore (Tamil Nadu), Jodhpur (Rajasthan), Dahej
(Gujarat) and a project in UAE. The Clients who awarded these contracts
to the Company have subsequently either suspended these projects
indefnitely or terminated them and this adversely affected the
Company''s execution plans for the year under review.

The projects execution activities at Haldia (West Bengal), Jamshedpur
(Jharkhand), Kalinganagar (Orissa) and Uran (Maharashtra) were carried
out through the year. The Company also carried out project execution
activities in UAE. All these projects are scheduled for completion in
the Financial Year 2013-14.

The Company''s Nashik Factory made a signifcant contribution during the
year under review. The order that involved manufacture of pressure
water flters is nearing its completion. The Management is making
focussed efforts to further improve the factory''s operations to enhance
the overall performance of the Company.

Uncertainties in the global economies and snail-paced growth of
infrastructure industry remained the main areas of concern throughout
the year under review. No major expansion plans or new projects were
announced and as a result many companies suffered a major setback.
Small and Medium companies, including your Company, had to carry out
operations on tiny projects with constrained margins.

During this year of uncertainty, the Company focussed on closure of old
projects at Bathinda (Punjab) and Barmer (Rajasthan) as well as
overseas projects in Kuwait and UAE.

Under the guidance of Tata Projects Limited (TPL), the Company is
completely revamping/ restructuring its operations and has fnalised a
strategy and business plan to overcome the diffculties in operations.
The Company is hopeful of reporting improved performance in the years
to come.

2. Rehabilitation Scheme sanctioned by the Board for Industrial and
Financial Reconstruction

As the Members are aware, the Board for Industrial and Financial
Reconstruction (BIFR) had, vide its Order dated 18th December 2007,
sanctioned a rehabilitation scheme (Sanctioned Scheme). While most of
the provisions of the Sanctioned Scheme have been implemented, the
Company, despite its strenuous efforts, could not achieve the desired
objective of being a positive net worth company.

The shareholders may recollect that at the previous Annual General
Meeting, the Chairman had informed the shareholders that the Company
would approach the BIFR seeking continuity of the Sanctioned Scheme and
extension to come out of the BIFR''s purview. Accordingly, the Company
is making its application to the BIFR with certain proposals for
additional reliefs and concessions from various authorities. The
Company is hopeful that the BIFR and the concerned authorities may
graciously consider these proposals and with their continued support,
the Company may, in this phase of revival, be able to meet the
commitment of being a positive net worth Company.

3. Term loan from Tata Projects Limited

Considering the working capital requirements for the projects under
execution and other business activities of the Company and with a view
to overcome acute cash defcit circumstances, the Company approached TPL
to re-schedule the outstanding term-loan so that the balance amount of
2nd installment of Rs. 3.70 Crore will now fall due on 31st March 2017
and thereafter the remaining term-loan will be paid in 3 (three) equal
annual installments of Rs. 5.20 Crore each.

Pursuant to Section 217(2AA) of the Companies Act, 1956, for the year
ended 31st March 2013 the Directors, based on the representations
received from the Management, confrm that:

a. in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;

b. the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the fnancial year and of the proft or loss
of the Company for that period;

c. the Directors had taken proper and suffcient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and

d. the Directors had prepared the annual accounts on a going concern
basis.

6. Directors

Mr. Nalin Shah was appointed as an Additional Director effective 1st
August 2012. Mr. Shah has immense knowledge and experience in the felds
of fnance, audit and corporate governance and it is felt that his
presence on the Board will be very benefcial to the Company at this
crucial time.

Mr. P. V. Varghese, who was appointed as a Whole-time Director
effective 1st January 2010 for a period of 3 (three) years i.e. upto
31st December 2012, did not seek any further extension as a Whole-time
Director of the Company. Accordingly, he ceased to be a Director of
the Company effective that date. The Board has placed on record its
appreciation of the role played by Mr. Varghese during his tenure as a
Director.

Mr. P. S. Chopde, an original promoter and director, resigned as a
Director of the Company effective 10th April 2013. The Board has placed
on record its appreciation of the signifcant role played by Mr. Chopde
during his more than three decade long tenure as a Director.

Mr. Pralhad Pawar, the Executive Vice President of Tata Projects
Limited''s Oil, Gas & Hydrocarbon SBU, was nominated by it to the Board
and the Board has appointed Mr. Pawar as an Additional Director
effective 19th April 2013.

Pursuant to Section 260 of the Companies Act, 1956, Mr. Nalin Shah and
Mr. Pralhad Pawar respectively hold offce, as Additional Director, upto
the ensuing Annual General Meeting, but are eligible for
re-appointment. The Company has received notices in writing from
Members proposing candidature of Mr. Nalin Shah and Mr. Pralhad Pawar
for the respective offces of Director. Accordingly, proposals for
appointment of Mr. Nalin Shah and Mr. Pralhad Pawar as Directors are
being placed before the shareholders for their approval at the ensuing
Annual General Meeting.

As per the provisions of the Companies Act, 1956 and Articles of
Association of the Company, Mr. H. H. Malgham and Mr. A. K. Misra
retire by rotation. Mr. Malgham has not offered himself for
re-appointment and Mr. A. K. Misra, being eligible, offers himself for
re-appointment.

M/s. Chokshi & Chokshi, Chartered Accountants, the Statutory Auditors
of the Company are due to retire at the ensuing Annual General Meeting.
The Company has received a certifcate from the Statutory Auditors,
under Section 224(1B) of the Companies Act, 1956, stating that they are
eligible for re-appointment and the said re-appointment, if made, will
be within the prescribed limits.

9. Cost Accountants

Pursuant to the provisions of the Companies (Cost Accounting Records)
Rules, 2011 (''the Rules'') notifed vide Notifcation [No. G. S. R. 429
(E) dated 3rd June 2011] issued by the Ministry of Corporate Affairs,
the Company re-appointed M/s. R. Nanabhoy & Co., Cost Accountants,
Mumbai to be the cost accountants for the Financial Year under review.

10. Particulars of Employees

Information as per Section 217(2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975 forms part of
this Report. However, as per Section 219(1) (b)(iv) of the Companies
Act, 1956, this Report together with the Accounts is being sent to all
the shareholders of the Company excluding the Section 217(2A)
statement. Any shareholder interested in obtaining a copy of the said
statement may write to the Company Secretary at the Registered Offce of
the Company.

Particulars prescribed under Section 217(1)(e) of the Companies Act,
1956 are given in an Annexure to this Report.

12. Report on Corporate Governance

Pursuant to the Order dated 4th April 2012 passed by the BIFR, the
Company has been granted exemption from complying with the requirements
of Clause 49 of the Listing Agreement upto 31st March 2013.
Accordingly, for the year under review, the Company is not required to
report compliance with Clause 49 of the Listing Agreement dealing with
the Code of Corporate Governance.

13. Acknowledgements

The Directors wish to place on record their sincere appreciation for
the continued support received during the year from the Shareholders,
Tata Projects Limited, customers Â both in India and abroad, suppliers
and vendors, Banks, the Board for Industrial and Financial
Reconstruction (BIFR), the Appellate Authority for Industrial and
Financial Reconstruction (AAIFR) and other Government and Regulatory
authorities. The Board wishes to record its deep appreciation to all
the employees and workers of the Company for their dedication and
commitment.

For and on behalf of the Board of Directors

VINAYAK DESHPANDE

Chairman

Mumbai, 10th May 2013

Mar 31, 2012

TO THE MEMBERS OF ARTSON ENGINEERING LIMITED

The Directors present their Thirty-third Annual Report along with the
Audited Statement of Accounts for the financial year ended 31st March
2012.

1. Performance of the Company

The Company's performance for the year is summarised below:

Financial Highlights

(Rs Crore)

Financial
year ended Financial
Year ended
31st March
2012 31st March
2011

The Company's Total Income for the year under review aggregated Rs
60.88 Crore (Previous year - Rs 135.94 Crore). The operations of the
Company for the period under review resulted in a Loss after Tax of Rs
13.30 Crore (Previous year - Profit after Tax of Rs 4.55 Crore).

The Company commenced the financial year with a healthy order backlog
of about Rs 200 Crore. However, two major overseas contracts having
aggregate value of about Rs 125 Crore could not be executed, and were
treated as cancelled, due to certain onerous contractual issues.
Consequently, the Company could not achieve the results hoped for at
the start of the Financial Year.

During the year under review, the Company completed (a) the project at
Bathinda entailing construction of 64 nos. of Intermediate and Product
Storage Tanks (b) another project at Bathinda involving supply,
fabrication and erection of structural Crossover Platform in Tank Farm
area, and (c) a project entailing mechanical works and piping of 8
(eight) well pads at Bhagyam Oil-fields at Barmer, Rajasthan. The
Company's Nashik factory successfully completed a major order of
manufacturing high-pressure and complex equipment for installation at a
steel plant in Rourkela.

The Company has been awarded by one of its Clients a Certificate for
achievement of One Million safe Man-hours of Construction Works without
any Lost Time Incident (LTI). This Certificate has been awarded for
maintaining Construction Safety Standards as prescribed by the Client
and the Company will ensure to maintain these standards in all other
project sites.

Work for projects at Cuddalore is now gaining momentum after the
suspension due to cyclone in December 2011 which hit India's East
Coast. Work was restarted in March 2012, after completion of insurance
survey and technical audit by the Client.

Project execution activities at Jamshedpur sites are being completed as
per schedule.

During the year under review, the Company secured new orders
aggregating Rs 95 Crore. The total order-book position as at 31st March
2012 was about Rs 115 Crore. Since the beginning of the FY 2012-13, the
Company has received new orders aggregating Rs 36 Crore. In addition to
domestic projects, the Company is actively pursuing various
opportunities in the overseas markets, especially in the Middle-East
and Gulf Region, and is hopeful of adding, for execution, new orders
during the Financial Year 2012-13.

The Board is conscious of the fact that the Company's Net Worth
continues to be negative. However, as mentioned earlier, due to factors
beyond the control of the Company, its endeavours to be
Networth-positive have not fructified. The Board is, however, confident
that with pro-active actions under implementation, the performance
during the current year will lead to substantial improvement.

2. Certification by American Society of Mechanical Engineers (ASME)

A Review Team from the American Society of Mechanical Engineers (ASME)
has recently conducted an audit of the Company's Nashik Factory and
hence is now been received an ASME Certification. The Company is,
consequently, hopeful of booking significant number of high-end
fabrication orders to be executed from Nashik factory.

3. Rehabilitation Scheme sanctioned by the Board for Industrial and
Financial Reconstruction

As the Members are aware, the Board for Industrial and Financial
Reconstruction (BIFR) had, vide its Order dated 18th December 2007,
sanctioned a rehabilitation scheme (Sanctioned Scheme). The said
Sanctioned Scheme is presently under implementation. Most of the
provisions of the Sanctioned Scheme have already been implemented.

During the year under review, the Company filed a modification
application seeking further exemption from Clause 49 of the Listing
Agreement with the Bombay Stock Exchange Limited (BSE). The BIFR has
approved the extension of the exemption till 31st March 2013 from the
applicability of Clause 49 of the Listing Agreement.

4. Term loan from Tata Projects Limited

During the year under review, the Company repaid a part of the 2nd
instalment of Rs 1.50 Crore towards the principal amount of the term
loan extended by Tata Projects Limited (TPL) under the Sanctioned
Scheme. Considering the working capital requirements for the projects
under execution and other business activities of the Company and
circumstances, TPL has allowed further time to repay the balance amount
of Rs 3.70 Crore by 30th September 2012. Interest on the said loan has
been paid to TPL regularly.

5. Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, for the year
ended 31st March 2012 the Directors confirm that:

a. in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;

b. the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for that period;

c. the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the annual accounts on a going concern
basis.

6. Directors

Mr. N. K. Jagasia, an original promoter and director, resigned as a
Director of the Company effective 17th August 2011. The Board has
placed on record its appreciation of the role played by Mr. Jagasia
during his tenure as a Director.

Mr. K. P. Singh, who had been nominated as a Director by Tata Projects
Limited, stepped down as a Director of the Company effective 1st
February 2012. The Board has placed on record its appreciation of his
valuable guidance and directions in the Company's initiatives and
achievements during his tenure as the Chairman of the Company.

Mr. Vinayak Deshpande, the Managing Director of Tata Projects Limited,
was nominated by it to the Board in lieu of Mr. K. P. Singh and the
Board has appointed Mr. Deshpande as the Chairman effective 1st
February 2012. Pursuant to Section 260 of the Companies Act, 1956, Mr.
Deshpande holds office, as an Additional Director, upto the ensuing
Annual General Meeting, but is eligible for re-appointment. The Company
has received a notice in writing from a Member proposing candidature of
Mr. Deshpande for the office of a Director. Accordingly, proposal for
Mr. Deshpande's appointment as a Director is being placed before the
shareholders for their approval at the ensuing Annual General Meeting.

As per the provisions of the Companies Act, 1956 and Articles of
Association of the Company, Mr. Michael Bastian retires by rotation and
is eligible for re-appointment.

M/s. Chokshi & Chokshi, Chartered Accountants, the Statutory Auditors
of the Company are due to retire at the ensuing Annual General Meeting.
The Company has received a certificate from the Statutory Auditors,
under Section 224(1)(b) of the Companies Act, 1956, stating that they
are eligible for re-appointment and the said re-appointment, if made,
will be within the prescribed limits.

9. Cost Accountants

During the year under review, the Companies (Cost Accounting Records)
Rules, 2011 ("the Rules") were notified vide Notification [No. G.
S. R. 429 (E) dated 3rd June 2011] issued by the Ministry of Corporate
Affairs. In compliance with the provisions of the Rules, the Company
has appointed M/s. R. Nanabhoy & Co., Cost Accountants, Mumbai to be
the cost accountants for the Financial Year under review and they have
certified the compliance report to be submitted by the Company to the
Central Government.

10. Particulars of Employees

Particulars of the employees as required under Section 217 (2A) of the
Companies Act, 1956 are not applicable as the Company did not have any
employee drawing remuneration in excess of the sums prescribed.

Particulars prescribed under Section 217(1) (e) of the Companies Act,
1956 are given in an Annexure to this Report.

12. Report on Corporate Governance

Pursuant to the Orders passed by the BIFR, the Company has been granted
exemption from complying with the requirements of Clause 49 of the
Listing Agreement upto 31st March 2012, now extended upto 31st March
2013. Accordingly, for the year under review, the Company is not
required to report compliance with Clause 49 of the Listing Agreement
dealing with Corporate Governance.

13. Acknowledgements

The Directors wish to place on record their sincere appreciation for
the continued support received during the year from the Shareholders,
Tata Projects Limited, customers - both in India and abroad, suppliers
and vendors, Banks, the BIFR, the AAIFR and other Government and
Regulatory authorities. The Board wishes to record its deep
appreciation to all the employees of the Company for their dedication
and commitment.

For and on behalf of the Board of Directors

vinayak deshpande

Chairman

Mumbai, 2nd May 2012

Mar 31, 2011

TO THE MEMBERS OF ARTSON ENGINEERING LIMITED

The Directors present their Thirty-second Annual Report along with the
Audited Statement of Accounts for the financial year ended 31st March
2011.

The Company's Total Income for the year under review aggregated Rs
136.02 Crore (Previous year Ã Rs 132.08 Crore). The operations of the
Company for the period under review resulted in a Profit After Tax of
Rs 4.55 Crore (Previous year Ã Profit After Tax of Rs 6.22 Crore).

The Company commenced the financial year with an order backlog of about
Rs 120 Crore for construction of crude-oil storage tanks, intermediate
and product storage tanks and associated facilities. During the year
under review, the Company has received new orders aggregating Rs 220
Crore. The total order-book as at 31st March 2011 stood at Rs 205
Crore.

During the year under review, the Company successfully completed orders
for construction of crude-oil storage tanks viz. 4 (four) tanks at
Bathinda and 4 (four) tanks at Panipat. The Company also completed the
order for construction of 2 (two) well-pads at Mangala Processing
Terminal. Work for construction of Intermediate and Product Storage
Tanks (total 64 tanks) at Bathinda is nearing completion. The Company
also completed major overseas orders received from Overseas AST LLC,
Dubai and Alghanim International in Kuwait.

2. Rehabilitation Scheme sanctioned by the Board for Industrial and
Financial Reconstruction

As the Members are aware, the Board for Industrial and Financial
Reconstruction (BIFR) had, vide its Order dated 27th November 2007,
sanctioned a rehabilitation scheme (Sanctioned Scheme). The said
Sanctioned Scheme is presently under implementation.

During the year under review, the Company filed two separate
modification applications as certain modifications to the Sanctioned
Scheme were felt necessary for smooth rehabilitation of the Company.
The BIFR has approved the CompanyÃs request and has granted permission
to the Company to raise (a) unsecured interest-bearing loans not
exceeding Rs 10 Crore from TatabProjects Limited and (b) working
capital loans from Banks. In another modification application, the
BIFR has approved the extension of the exemption till 31st March
2012 from the applicability of Clause 49 of the Listing Agreement.

3. Commencement of commercial operations from the Nashik Factory

During the year under review, the Company commenced commercial
operations from its Nashik Factory. The Company had received 2 (two)
orders aggregating about Rs 5 Crore for execution from Nashik Factory.
Substantial portions of these orders have been executed during the
year. The Company is hopeful of booking new orders for execution from
Nashik Factory that will be an added contribution in the Company's
operations.

4. Change of Registered Office of the Company

During the year under review, for administrative convenience and to
accommodate more number of employees, the Registered Office of the
Company has been shifted to a bigger area within the same premises of
Rang Udyan at Mahim, Mumbai.

5. Term loan from Tata Projects Limited

During the year under review, the Company repaid the 1st installment of
Rs 4.60 Crore towards the principal amount of the term loan extended by
Tata Projects Limited (TPL) under the BIFRÃs Sanctioned Scheme.
Considering the working capital requirements for the projects under
execution and other business activities of the Company and
circumstances, a request has been made to TPL to grant a moratorium
upto 30th September 2011 for re-payment of the 2nd installment of
principal amount of loan that was due on 31st March 2011. Interest on
the said loan extended to the Company has been paid to TPL.

6. Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, for the year
ended 31st March 2011 the Directors confirm that:

a. in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;

b. the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for that period;

c. the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the annual accounts on a going concern
basis.

7. Directors

Considering the expertise and experience of Mr. P. S. Chopde in the
fields of project management and execution, the Board formed an opinion
that his presence on the Board will be very beneficial to the Company
especially at a time when it is reviving its Nashik factoryÃs
operations. Accordingly, the Board, on the recommendations of the
Remuneration Committee and subject to the approval of the Members at
General Meeting, re-appointed Mr. P. S. Chopde, as the Whole-time
Director of the Company, designated as Executive Director
(Manufacturing), for a period of 3 years i.e. from 1st April 2011 to
31st March 2014. Proposal for Mr. ChopdeÃs re-appointment and
remuneration payable to him is being placed before the shareholders for
their approval at the ensuing Annual General Meeting.

As per the provisions of the Companies Act, 1956 and Articles of
Association of the Company, Mr. K. P. Singh and Mr. A. K. Misra retire
by rotation and are eligible for re-appointment.

M/s. Chokshi & Chokshi, Chartered Accountants, the Statutory Auditors
of the Company are due to retire at the ensuing Annual General Meeting.
The Company has received a certificate from the Statutory Auditors,
under Section 224(1)(b) of the Companies Act, 1956, stating that they
are eligible for re-appointment and the said re-appointment, if made,
will be within the prescribed limits.

10. Particulars of Employees

Particulars of the employees as required under Section 217(2A) of the
Companies Act, 1956 are not applicable as the Company did not have any
employee drawing remuneration in excess of the sums prescribed.

Particulars prescribed under Section 217(1)(e) of the Companies Act,
1956 are given in an Annexure to this Report.

12. Report on Corporate Governance

Pursuant to the Orders passed by the BIFR, the Company has been granted
exemption from complying with the requirements of Clause 49 of the
Listing Agreement upto 31st March 2012. Accordingly, for the year
under review, the Company is not required to report compliance with
Clause 49 of the Listing Agreement dealing with Corporate Governance.

13. Acknowledgements

The Directors wish to place on record their sincere appreciation for
the continued support received during the year from the Shareholders,
Tata Projects Limited, customers Ã both in India and abroad, suppliers
and vendors, Banks, the BIFR, the AAIFR and other Government and
Regulatory authorities. The Board wishes to record its deep
appreciation to all the employees of the Company for their dedication
and commitment.

For and on behalf of the Board of Directors

KISHORE PAL SINGH
Chairman

Mumbai, 30th April 2011

Mar 31, 2010

The Directors present their Thirty-first Annual Report along with the
Audited Statement of Accounts for the financial year ended 31st March
2010.

1. Performance of the Company

The Companys performance for the year is summarised below:

Financial Highlights

(Rupees Crore)

Financial Year Financial Year

ended ended

31st March 2010 31st March 2009

Sales and Other Income 132.08 33.78

Profit/(Loss) before depreciation 7.56 (3.81)

Profit/(Loss) before tax 6.23 (4.55)

Profit/(Loss) after tax 6.22 (4.86)

Profit/(Loss) brought forward (17.14) (12.33)

Add: Prior Period Expenses - (0.15)

Transfer from General Reserve - 0.20

Profit/(Loss) available for

appropriation (10.92) (17.14)

Operations

The Company commenced the financial year with an order-book aggregating
Rs. 248 Crore for construction of crude-oil storage tanks, intermediate
and product storage tanks and associated facilities.

Two Orders for construction of crude-oil storage tanks viz. 4 (four)
tanks at Bathinda and 4 (four) tanks at Panipat are nearing completion.
Work for construction of Intermediate and Product Storage Tanks (total
64 tanks) at Bathinda is in advanced stage of completion and likely to
be completed in the current year.

The Companys Total Income for the year under review aggregated Rs.
132.08 Crore (Previous year - Rs. 33.78 Crore) recording an impressive
growth of about 290% over the previous year. The operations of the
Company for the period under review resulted in a Profit After Tax of
Rs. 6.22 Crore (Previous year - Loss after Tax of Rs. 4.86 Crore).

The Companys order booking in the current year was adversely affected
both in the domestic as well as overseas market due to unprecedented
melt down and recession that led to postponement of investments.
Business in the domestic market was further affected due to the Company
not being able to qualify to bid due to negative networth and
accumulated losses. The prospects in the current year are however
promising both in the domestic as well as overseas market, particularly
in the Gulf region where the Company is already active. The Company has
recently been awarded a contract on EPC basis for construction of tanks
at Abu Dhabi and expects to book some more orders in due course of
time.

With the execution of carry-over orders and substantial portion of new
orders to be executed during the year, the Companys performance is
expected to be better during the financial year 2010-11.

2. Rehabilitation Scheme sanctioned by the Board for Industrial and
Financial Reconstruction As the Members are aware, the Board for
Industrial and Financial Reconstruction (BIFR) had, vide its Order
dated 27th November 2007, sanctioned a rehabilitation scheme
(Sanctioned Scheme). The said Sanctioned Scheme is presently under
implementation.

During the year under review, the Company had filed two separate
modification applications as certain modifications to the Sanctioned
Scheme were felt necessary for smooth rehabilitation of the Company.
The BIFR has approved the Companys request and has granted exemption,
upto 31st March 2011, from complying with the provisions of Clause 49
of the Listing Agreement. Permission has also been granted to the
Company to utilize, for other business activities of the Company, the
surplus available against the Capital Expenditure aggregating Rs. 5.80
Crore earmarked in the Sanctioned Scheme for the revival of the Nashik
factory.

Various approvals and permissions for revival of the Companys Nashik
Factory are being obtained and it is expected that the Nashik factory
will commence commercial production in the current year.

3. Moratorium for re-payment of loan to Tata Projects Limited

Considering the working capital requirements for the projects-execution
and other business activities of the Company and other circumstances
prevailing, a request was made to Tata Projects Limited (TPL) to grant
a moratorium for re-payment of 1st installment of principal amount of
loan, that was originally due on 30th September 2008 as per the
Sanctioned Scheme. TPL has approved the moratorium request and
accordingly, the 1st such installment will fall due on 30th September
2010 and the 2nd installment will fall due on 31st March 2011.
Repayment thereafter will be on a yearly rest basis. Interest on the
said loan extended to the Company has been paid to TPL.

4. Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, for the year
ended 31st March 2010 the Directors confirm that:

a. in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;

b. the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for that period;

c. the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the annual accounts on a going concern
basis.

5. Directors

The BIFR has, vide its Orders dated 21st August 2009 and 31st August
2009, respectively, appointed Mr. Shashikant Oak as a Special Director
of the Company and advised that Mr. Michael Bastian has ceased to be
the Special Director of the Company. Both the changes are effective the
date of respective Orders.

Considering the expertise and experience of Mr. Michael Bastian in the
fields of finance and corporate governance, the Board formed an opinion
that his presence on the Board will be very beneficial to the Company
at a time when it is restructuring its operations so that they become
viable. Accordingly, Mr. Bastian was appointed as an Additional
Director effective 21st September 2009.

Mr. R V. Varghese, who was initially deputed by Tata Projects Limited
to assist the Company in its marketing and business development
activities, was appointed, effective 1st January 2010, as an Additional
Director, and designated as the Executive Director. Proposals for Mr.
Vargheses appointment and remuneration payable to him are being placed
before the shareholders for their approval at the ensuing Annual
General Meeting.

Pursuant to Section 260 of the Companies Act, 1956, Mr. Bastian and Mr.
Varghese hold office upto the ensuing Annual General Meeting, but are
eligible for re-appointment. The Company has received notices in
writing from Members proposing candidature of Mr. Bastian and Mr.
Varghese for the office of a Director, respectively.

As per the provisions of the Companies Act, 1956 and Articles of
Association of the Company, Mr. N. K. Jagasia and Mr. Hoshie H. Malgham
retire by rotation and are eligible for re-appointment.

6. Auditors

M/s. Chokshi & Chokshi, Chartered Accountants, the Statutory Auditors
of the Company are due to retire at the ensuing Annual General Meeting.
The Company has received a certificate from the Statutory Auditors,
under Section 224(l)(b) of the Companies Act, 1956, stating that they
are eligible for re-appointment and the said re-appointment, if made,
will be within the prescribed limits.

7. Particulars of Employees

Information as per Section 217(2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975 forms part of
this Report. However, as per Section 219(l)(b)(iv) of the Companies
Act, 1956, this Report together with the Accounts is being sent to all
the shareholders of the Company excluding the Section 217(2A)
statement. Any shareholder interested in obtaining a copy of the said
statement may write to the Company Secretary at the Registered Office
of the Company.

8. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgoings Particulars prescribed under Section 217(l)(e)
of the Companies Act, 1956 are given in an Annexure to this Report.

9. Report on Corporate Governance

Pursuant to the Order passed by the BIFR, referred above, the Company
has been granted exemption from complying with the requirements of
Clause 49 of the Listing Agreement upto 31st March 2011. Accordingly,
for the year under review, the Company is not required to report
compliance with Clause 49 of the Listing Agreement dealing with
Corporate Governance.

10. Acknowledgements

The Directors wish to place on record their sincere appreciation for
the continued support received during the year from the Shareholders,
Tata Projects Limited, customers - both in India and abroad, suppliers
and vendors, Banks, the BIFR, the AAIFR and other Government and
Regulatory authorities. The Board wishes to record its deep
appreciation to all the employees of the Company for their dedication
and commitment.